EXHIBIT 10.40


INDEMNITY AGREEMENT


          THIS
INDEMNITY AGREEMENT (this “Agreement”) dated as of ________________, is made by
and between Maxwell Technologies, Inc., a Delaware corporation (the “Company”),
and ________________ (the “Indemnitee”).


R E C I T A L S:

          A.          The
Company recognizes that competent and experienced persons are increasingly
reluctant to serve as directors of corporations unless they are protected by
comprehensive liability insurance or indemnification, or both, due to increased
exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors.

          B.          The
statutes and judicial decisions regarding the duties of directors are often
difficult to apply, ambiguous, or conflicting, and therefore fail to provide
such directors with adequate, reliable knowledge of legal risks to which they
are exposed or information regarding the proper course of action to take.

          C.          The
Company and the Indemnitee recognize that plaintiffs often seek damages in such
large amounts and the costs of litigation may be so substantial (whether or not
the case is meritorious), that the defense and/or settlement of such litigation
is often beyond the personal resources of directors.

          D.          The
Company believes that it is unfair for its directors to assume the risk of
substantial judgments and other expenses which may occur in cases in which the
director received no personal profit and in cases where such person acted in
good faith.

          E.          Section
145 of the General Corporation Law of Delaware (“Section 145”), under which the
Company is organized, empowers the Company to indemnify, among others, its
directors by agreement and to indemnify persons who serve, at the request of
the Company, as the directors of other corporations or enterprises, and
expressly provides that the indemnification provided by Section 145 is not
exclusive.

          F.          The
Board of Directors of the Company has determined that contractual
indemnification as set forth herein is not only reasonable and prudent but
necessary to promote the best interests of the Company and its stockholders.

          G.          The
Company desires and has requested the Indemnitee to serve or continue to serve
as a director of the Company.

          H.          The
Indemnitee only is willing to serve, or to continue to serve, as a director of
the Company if the Indemnitee is furnished the indemnity provided for herein by
the Company.

A G R E E M E N T :

          NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth
below, the parties hereto, intending to be legally bound, hereby agree as
follows:








          1.          Definitions.  For purposes of this Agreement, the
following terms shall have the meanings set forth below:

                       (a)          “Agent”
of the Company shall mean any person who: 
(i) is or was a director of the Company; or (ii) is or was
serving at the request of, for the convenience of, or to represent the interest
of the Company as a director of a Subsidiary of the Company or of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise.

                       (b)          “Expenses”
shall mean all direct and indirect costs of any type or nature whatsoever
(including, without limitation, all attorneys’ fees, fees of experts, witness
fees, travel fees, and all related disbursements, or other out-of-pocket costs
of the types customarily incurred in connection with prosecuting, defending or
appealing, preparing to prosecute, defend or appeal investigations, being or
preparing to be a witness in or otherwise participating in, a Proceeding or
establishing or enforcing a right to indemnification under this Agreement,
Section 145 or otherwise.

                       (c)          “Proceeding”
shall mean any threatened, pending, or completed action, suit, arbitration,
hearing or other proceeding, whether civil, criminal, administrative,
legislative, investigative or any other type whatsoever.

                       (d)          “Subsidiary” shall mean any
corporation of which more than 50% of the outstanding voting securities are
owned directly or indirectly by the Company.

          2.          Agreement
to Serve.  The Indemnitee agrees to
serve and/or continue to serve as an Agent of the Company for so long as the
Indemnitee is duly appointed or elected and qualified in accordance with the
applicable provisions of the bylaws of the Company or of any Subsidiary
thereof, or until such time as the Indemnitee tenders his resignation in
writing or is removed from his or her position in accordance with the bylaws of
the Company or otherwise; provided, however, that nothing
contained in this Agreement is intended to create any right to continued
service with the Company or any other entity in any capacity.

          3.          Indemnification.

                       (a)          Indemnification
in Third Party Proceedings.

                                      (i)          Subject
to Section 10 hereof, the Company shall indemnify the Indemnitee if
the Indemnitee is a party to or threatened to be made a party to or otherwise
involved in any Proceeding (other than a Proceeding by or in the name of the
Company to procure a judgment in its favor) by reason of the fact that the
Indemnitee is or was an Agent of the Company, or by reason of any act or
inaction by him in any such capacity (including, but not limited to, any
written statement of the Indemnitee that (A) is required to be, and is, filed
with the Securities and Exchange Commission (the “SEC”) regarding the adequacy
of the Company’s internal controls or the accuracy of reports or statements
filed by the Company with the SEC pursuant to federal laws and/or
administrative regulations (each, a “Required Statement”) or (B) is made
to another officer or employee of the Company to support a Required Statement),
against any and all Expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines (including any excise taxes assessed with
respect to any employee benefit plan), penalties and, subject to Section
10(d) hereof, amounts paid in settlement), actually and

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reasonably incurred by him in connection with the investigation,
defense, settlement or appeal of such Proceeding, but only if the Indemnitee,
subject to the presumption set forth in Section 3(c) hereof, acted in
good faith and in a manner the Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Company, and, with respect to any
criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct
was unlawful.

                                      (ii)         The
termination of any Proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the Indemnitee did not act in good faith in a manner which
the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal Proceeding, that
the Indemnitee had reasonable cause to believe that the Indemnitee’s conduct
was unlawful.

                       (b)          Indemnification
in Derivative Actions.  Subject to Section
10 hereof, the Company shall indemnify the Indemnitee if the Indemnitee is
a party to or threatened to be made a party to or otherwise involved in any
Proceeding by or in the name of the Company to procure a judgment in its favor
by reason of the fact that the Indemnitee is or was an Agent of the Company, or
by reason of any act or inaction by the Indemnitee in any such capacity
(including, but not limited to, any written statement of the Indemnitee that
(i) is a Required Statement or (ii) is made to another officer or employee of
the Company to support a Required Statement), against all Expenses actually and
reasonably incurred by the Indemnitee in connection with the investigation, defense,
settlement, or appeal of such Proceedings, but only if the Indemnitee, subject
to the presumption set forth in Section 3(c) hereof, acted in good faith
and in a manner the Indemnitee reasonably believed to be in, or not opposed to,
the best interests of the Company; provided, however, that no
indemnification under this subsection (b) shall be made in respect of any
claim, issue or matter as to which the Indemnitee shall have been finally
adjudged to be liable to the Company by a court of competent jurisdiction,
except and only to the extent that any court in which such Proceeding was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the Indemnitee is
fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper.

                       (c)          Conclusive
Presumption Regarding Indemnitee Conduct. 
With respect to Sections 3(a) and 3(b) hereof, the
Indemnitee shall be conclusively presumed to have acted in good faith and in a
manner Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal Proceeding, to have
had no reasonable cause to believe Indemnitee’s conduct was unlawful, unless a
determination is made that the Indemnitee has not acted in accordance with the
standards set forth above (i) by the Board of Directors of the Company by
a majority vote of a quorum thereof consisting of directors who were not parties
to the Proceeding due to which a claim is made under this Agreement,
(ii) by the stockholders of the Company by a majority vote of stockholders
who were not parties to such a Proceeding, or (iii) in a written opinion
of independent legal counsel, selection of whom has been approved by the
Indemnitee in writing or by a panel of arbitrators, one of whom is selected by
the Company, another of whom is selected by the Indemnitee and the last of whom
is selected by the first two arbitrators so selected.

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          4.          Indemnification
of Expenses of Successful Party. 
Notwithstanding any other provisions of this Agreement, to the extent
that the Indemnitee has been successful on the merits or otherwise in defense
of (a) any Proceeding referred to in Section 3(a) or 3(b) hereof
or (b) any claim, issue or matter therein, including the dismissal of any
action without prejudice, the Company shall indemnify the Indemnitee (to the
maximum extent permitted by law) against all Expenses actually and reasonably
incurred by the Indemnitee in connection with the investigation, defense or
appeal of such Proceeding, or any claim, issue or matter therein.

          5.          Partial
Indemnification.  If the Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of any Expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, penalties or,
subject to Section 10(d) hereof, amounts paid in settlement) actually
and reasonably incurred by him in the investigation, defense, settlement or
appeal of a Proceeding but is not entitled, however, to indemnification for the
total amount thereof, the Company shall nevertheless indemnify the Indemnitee
for the portion thereof to which the Indemnitee is entitled.

          6.          Advancement
of Expenses.  Subject to Section 10(b)
hereof, the Company shall advance all reasonable Expenses incurred by the
Indemnitee in connection with the investigation, defense, settlement or appeal
of any Proceeding to which the Indemnitee is a party or is threatened to be
made a party by reason of the fact that the Indemnitee is or was an Agent of
the Company.  The Indemnitee hereby
undertakes to repay such advanced Expenses only if, and to the extent that, it
shall ultimately be determined by a final judgment or other final adjudication
that the Indemnitee is not entitled to be indemnified by the Company as
authorized by this Agreement.  The
advances to be made hereunder shall be paid by the Company to or on behalf of
the Indemnitee within 10 days following delivery of a written request therefor
by the Indemnitee to the Company.

          7.          Notice
and Other Indemnification Procedures.

                       (a)          Notification
of Proceeding.  Promptly after receipt
by the Indemnitee of notice of the commencement of or the threat of any
Proceeding, the Indemnitee shall, if the Indemnitee believes that
indemnification with respect thereto may be sought from the Company under this
Agreement, notify the Company of the commencement or threat thereof.

                       (b)          Indemnification
Payments.  Any indemnification payment
pursuant to Section 3 hereof requested by the Indemnitee shall be made
no later than 10 days after receipt of the written request of the Indemnitee,
unless a good faith determination is made within said 10-day period in
accordance with one of the methods set forth in Section 3(c) hereof
that the Indemnitee is not or (subject to final judgment or other final adjudication
as provided in Section 10(a) hereof) ultimately will not be
entitled to indemnification hereunder.

                       (c)          Application
for Enforcement.  Notwithstanding a
determination under Section 3(c) hereof that the Indemnitee is not
entitled to indemnification with respect to any specific Proceeding, the
Indemnitee shall have the right to apply to any court of competent jurisdiction
for the purpose of enforcing the Indemnitee’s right to indemnification pursuant
to this Agreement.  In such an
enforcement hearing or Proceeding, the burden of proving by clear and
convincing evidence that indemnification or advances are not appropriate shall
be on the

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Company.  Neither the failure of
the Company (including its Board of Directors, stockholders, independent legal
counsel or the panel of arbitrators) to have made a determination prior to the
commencement of such action that the Indemnitee is entitled to indemnification
hereunder, nor an actual determination by the Company (including its Board of
Directors or independent legal counsel or the panel of arbitrators) that the
Indemnitee is not entitled to indemnification hereunder, shall be a defense to
the action or create any presumption that the Indemnitee is not entitled to
indemnification hereunder.

                       (d)          Indemnification
of Certain Expenses.  The Company shall
indemnify the Indemnitee against all expenses incurred in connection with any
hearing or proceeding under this Section 7 unless the Company prevails by
clear and convincing evidence in such hearing or proceeding.

          8.          Assumption
of Defense.  In the event the Company
shall be obligated to pay the Expenses of the Indemnitee in any Proceeding, the
Company, if appropriate, shall be entitled to assume the defense of such
Proceeding, with counsel reasonably acceptable to the Indemnitee, upon the
delivery to the Indemnitee of written notice of its election to do so.  After delivery of such notice, approval of
such counsel by the Indemnitee and the retention of such counsel by the
Company, the Company shall not be liable to the Indemnitee under this Agreement
for any fees of counsel subsequently incurred by the Indemnitee with respect to
the same Proceeding, provided that (a) the Indemnitee shall have
the right to employ separate counsel in such Proceeding at the Indemnitee’s own
expense, and (b) if (i) the employment of separate counsel by the
Indemnitee has been previously authorized in writing by the Company,
(ii) the Indemnitee’s separate counsel delivers a written statement to the
Company stating that such counsel has reasonably concluded that there may be an
actual or potential conflict of interest or actual or potential separate or
different defenses between the Company and the Indemnitee in the conduct of any
such defense or (iii) the Company shall not, in fact, have employed
counsel to assume the defense of such Proceeding within a reasonable time, then
in any such event the reasonable fees and expenses of the Indemnitee’s counsel
shall be paid by the Company.

          9.          Insurance.  The Company may, but is not obligated to,
obtain directors’ and officers’ liability insurance (“D&O Insurance”) on
behalf of the Indemnitee against any liability which may be asserted against or
incurred by the Indemnitee in Indemnitee’s capacity or arising out of the
Indemnitee’s status as an Agent of the Company, whether or not the Company
would have the power to indemnify the Indemnitee hereunder.  Notwithstanding any other provision of this
Agreement, the Company shall not be obligated to indemnify the Indemnitee for
Expenses, judgments, fines or penalties which have been paid directly to the
Indemnitee by D&O Insurance.  If the
Company has D&O Insurance in effect at the time the Company receives from
the Indemnitee any notice of the commencement or threat of a Proceeding, the
Company shall give prompt notice of the commencement or threat of such
Proceeding to the insurers in accordance with the procedures set forth in the
D&O Insurance policy.  The Company
shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policy.

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          10.        Exceptions.

                       (a)          Certain
Matters.  Any provision herein to the
contrary notwithstanding, the Company shall not be obligated to indemnify the
Indemnitee pursuant to the terms of this Agreement on account of any Proceeding
with respect to (i) remuneration paid to the Indemnitee if it is
determined by final judgment or other final adjudication that such remuneration
was in violation of law; (ii) which final judgment is rendered against the
Indemnitee for an accounting of profits made from the purchase or sale by the
Indemnitee of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or
similar provisions of any federal, state or local statute; or (iii) which
(but only to the extent that) it is determined by final judgment or other final
adjudication that the Indemnitee’s conduct was in bad faith, knowingly
fraudulent or deliberately dishonest. 
For purposes of the foregoing sentence, a final judgment or other
adjudication may be reached in either the underlying Proceeding or action in
connection with which indemnification is sought or a separate Proceeding or
action to establish rights and liabilities under this Agreement.

                       (b)          Securities
Act Liabilities.  Any provision herein
to the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement to indemnify the Indemnitee or otherwise act in
violation of any undertaking appearing in and required by the rules and
regulations promulgated under the Securities Act of 1933, as amended (the
“Act”) in any registration statement filed with the SEC under the Act.  The Indemnitee acknowledges that paragraph
(h) of Item 512 of Regulation S-K promulgated under the Act requires the
Company to undertake in connection with any registration statement filed under
the Act to submit the issue of the enforceability of the Indemnitee’s rights
under this Agreement in connection with any liability under the Act on public
policy grounds to a court of appropriate jurisdiction and to be governed by any
final adjudication of such issue.  The
Indemnitee specifically agrees that any such undertaking shall supersede the
provisions of this Agreement and to be bound by any such undertaking.

                       (c)          Claims
Initiated by the Indemnitee.  Any
provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement to indemnify or advance
Expenses to the Indemnitee with respect to Proceedings or claims initiated or
brought voluntarily by the Indemnitee and not by way of defense, except with
respect to Proceedings brought to establish or enforce a right to
indemnification under this Agreement as contemplated by Section 7(c) or
any other statute or law or otherwise as required under Section 145, but
such indemnification or advancement of expenses may be provided by the Company
in specific cases if the Board of Directors of the Company finds it to be
appropriate.

                       (d)          Unauthorized
Settlements.  Any provision herein to
the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement to indemnify the Indemnitee under this Agreement
for any amounts paid in settlement of a Proceeding effected without the
Company’s prior written consent. 
Neither the Company nor the Indemnitee shall unreasonably withhold
consent to any proposed settlement; provided, however, that the
Company may in any event decline to consent to (or to otherwise admit or agree
to any liability for indemnification hereunder in respect of) any proposed
settlement if the Company determines in good faith (pursuant to Section 3(c)
hereof) that the Indemnitee is not or ultimately will not be entitled to
indemnification hereunder.

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          11.        Nonexclusivity.  The provisions for indemnification and
advancement of Expenses set forth in this Agreement shall not be deemed
exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company’s certificate of incorporation or bylaws, in any court in
which a Proceeding is brought, the vote of the Company’s stockholders or
disinterested directors, other agreements or otherwise, both as to action in
the Indemnitee’s official capacity and to action in another capacity while
occupying his position as an Agent of the Company, and the Indemnitee’s rights
hereunder shall continue after the Indemnitee has ceased acting as an Agent of
the Company and shall inure to the benefit of the heirs, executors and
administrators of the Indemnitee.  Any
provision herein to the contrary notwithstanding, the Company may provide, in
specific cases, the Indemnitee with full or partial indemnification of any
Expenses if the Board of Directors of the Company determines that such
indemnification is appropriate.

          12.
        Subrogation.  In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who, at the request and expense of
the Company, shall execute all papers required and shall do everything that may
be reasonably necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce
such rights.

          13.
        Interpretation of
Agreement.  It is understood that the
parties hereto intend this Agreement to be interpreted and enforced so as to
provide indemnification to the Indemnitee to the fullest extent now or
hereafter permitted by law.

          14.
        Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (a) the validity, legality and enforceability of the remaining
provisions of the Agreement (including without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and
(b) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that are not themselves invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable and to give effect to Section 13 hereof.

          15.         Modification
and Waiver.  No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
the parties hereto.  No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provision hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.  The
indemnification rights afforded to the Indemnitee hereby are contract rights
and may not be diminished, eliminated or otherwise affected by amendments to
the certificate of incorporation or bylaws of the Company or by other
agreements.

          16.
        Successors and Assigns.  The terms of this Agreement shall bind, and
shall inure to the benefit of, the successors and assigns of the parties
hereto.

          17.
        Notice.  Except as otherwise provided herein, any
notice or demand which, by the provisions hereof, is required or which may be
given to or served upon the parties hereto shall be

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in writing and, if by telegram, telecopy or telex, shall be deemed to
have been validly served, given or delivered when sent, if by personal
delivery, shall be deemed to have been validly served, given or delivered upon
actual delivery and, if mailed, shall be deemed to have been validly served,
given or delivered three business days after deposit in the United States
mails, as registered or certified mail, with proper postage prepaid and
addressed to the party or parties to be notified at the addresses set forth on
the signature page of this Agreement (or such other address(es) as a party may
designate for itself by like notice).

          18.
        Governing Law.  This Agreement shall be governed exclusively
by and construed according to the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware.

          19.
        Entire Agreement.  This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings and negotiations, written and
oral, between the parties with respect to the subject matter of this Agreement.

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          IN WITNESS
WHEREOF, the parties hereto have entered into this Agreement effective as of
the date first above written.

	
   
	
  THE
  “COMPANY”:

	
   
	
   

	
   
	
   

	
   
	
  Maxwell
  Technologies, Inc.,

	
   
	
  a Delaware
  corporation

	
   
	
   

	
   
	
   
	
   

	
   
	
  By:
	
   

	
   
	
   
	
  

  
	
   
	
   
	
  Title:
	
   

	
   
	
   
	
   
	
  

  
	
   
	
   
	
  Address:
  9244 Balboa Avenue

	
   
	
   
	
  San Diego,
  CA 92123

	
   
	
   
	
  Attention:
  Chief Executive Officer

	
   
	
   

	
   
	
   

	
   
	
  THE
  “INDEMNITEE”:

	
   
	
   

	
   
	
   

	
   
	
  

  
	
   
	
  Signature of
  the Indemnitee

	
   
	
   

	
   
	
   

	
   
	
  

  
	
   
	
  Print or
  Type Name of the Indemnitee

	
   
	
   

	
   
	
   

	
   
	
  Address:
	
  

  
	
   
	
  

  
	
   
	
  

  
					



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